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Must a company secretary be appointed by a shareholders special resolution if the company secretary is appointed by the shareholders of a company?

Chapter 3 – Question 34

Written by Dr. Adv. Leigh Hefer & Jayne Hunter-Rhys. COMPANY SECRETARY’S HANDBOOK (2021). Published by Genesis Corporate Services.

  1. No. The first company secretary of a public company or a state-owned company may be appointed by the incorporators of the company or by either the directors of the company or by an ordinary resolution of the securities holders of the company, as contemplated in section 86(3).
  2. The first company secretary of any other company which is required only in terms of its MOI to appoint a company secretary must be appointed by either the directors of the company or by an ordinary resolution of the securities holders of the company, as contemplated in section 86(3A).
    Source: Sections 34(2), 86(3), 84(1)(c)(ii) of Companies Act 71 of 2008; section 86(3A) of Companies Act 71 of 2008 as inserted by section 54(b) of Act 3 of 2011

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